I'm a long-time journalist who never did like to specialise, as I have too many areas of interest in a fast-changing world. I am an independent writer/editor/consultant and a regular contributor to the Financial Times. I love doing interviews - taking someone's pulse and listening hard to uncover what makes them tick. My independent blog around the boardroom 'Board Talk' is on my website, http://www.dinamedland.com, as is a portfolio of work and contact details. I have been a Special Consultant to Laura d'Andrea Tyson, then Dean of London Business School, and have worked as a headhunter in London at senior levels in ICT and for boardrooms, and so have 'inside knowledge' of recruitment. I spent almost three years on the Cambridge University Alumni Advisory Board. Born in India, I grew up in Washington, DC and have been steeped in politics from a very young age. I was recently shortlisted for the Asian Women of Achievement Award (Media ) and for the Thinkers50 ranking on the basis of the writing on my website.

There Is A Crying Need For Innovation In Boardrooms

Andrew Kakabadse has built a reputation for sharp, insightful commentary on the boardrooms of publicly listed companies. Professor of Governance and Leadership at Henley Business School since last summer, he has spoken out before now on the declining worth of non-executive directors.

In an interview with me in April 2013, he suggested many non-executive directors in the UK’s boardrooms were ‘of little or no value to the business.’ Particularly scathing about the UK, he said : “We have a culture where we don’t ask questions.”

We also have a boardroom culture in the UK where we believe that “if it has worked fine for hundreds of years, why change it?” It is part and parcel, it seems of a national love of ritual – at which we clearly excel. The world’s love for very British celebrations -often involving members of the Royal family, horses, logistical feats of military planning and discipline and split-second timing- bears testimony to that. But the flip side of that seems to be that innovation is both rare, and resisted.

It is worth noting, therefore, that ICSA, the professional body for company secretaries – who are required for listed companies in the UK – chose Professor Kakabadse to undertake a piece of research on The Company Secretary, with a view to finding a way to progress the value of the role. (Note: for transparency, the software arm of ICSA which provides technology solutions for the boardroom is the commercial sponsor of my blog Board Talk but has no editorial control on input).

“On average, UK boards consist of 9 to 11 members, if whom the majority are over the age of 50. Fewer than half of these board members had had a job description and the chairman is very likely to be white, male and over the age of 60. Barriers to diversity remain firmly set throughout most boardrooms in the country” says the report.

It says the management and governance realities of boards indicate “animosity, a lack of intimacy with strategy, and poor communication” when it comes to top team strategy. Board and executive relations are “non-cohesive” when it comes to “shaping/negotiation of strategy, open interaction and trust.” Board members are described as “out of touch” – with “reality, markets and employees, unclear member role and contribution, productivity of meetings, engagement with the executive.”

The company secretary, it says, is “ideally placed to align interests, facilitate dialogue and negotiate at different organisational levels.” This conclusion should not immediately be dismissed as self-serving for ICSA.

The report contains a fascinating mix of quotations that paint a very accurate picture of the range of experience of company secretaries. It is precisely the fact that such a range is even possible that points strongly to the conclusion that it is an undervalued role.

There are a multitude of factors at play. It is often up to the individual Company Secretary to define his/her own role. It is often up to the Chairman to set the tone that is taken around it. Many respondents regard themselves as the ‘third person’ in the Chairman/CEO relationship. Others speak of dual or multiple reporting lines.

But the role is changing. As the report points out “it is increasingly outward-focused (incorporating investor engagement and corporate communications) and not just about internal administration.” Often companies have a combined ‘Head of Legal (or General Counsel) and Company Secretary’ role. “The roles should be separate, as they can be incompatible” says the report.

“The rounded company secretary needs both technical knowledge and ‘soft’ relationship management skills, as well as personal qualities of ethics and emotional maturity” says one respondent. It is a description that sounds essential to rebuild the trust that has evaporated around many boardrooms.

What’s more, a very large number of company secretaries in the UK are women. The report does not say this, but developing and better utilising these individuals would also be a valuable step towards more gender diversity in the boardroom.

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